[Closed] Non-Disclosure Agreements - should I sign one?

I would think not.

Why would you be obligated?

I think the main question is, what and who to, could you disclose anything of any consequence?

So they paid you off? Has the cheque cleared?

If so I'd just be binning it.

[i]Do I have any obligation to sign a NDA after the fact? [/i]

No, not really.

They should have got you to do it as part of the cash settlement 🙂

Not without a big bag of money..

So they paid you off? Has the cheque cleared?

Yes, over a year ago.

The designer says he's just tidying up loose ends, I don't think he seriously thinks I'll copy the design or something. My worry is that there are some design tweaks that I introduced that I might want to use in future.

Plus, general bloodymindedness 😉

Was this the bike in question?
[img] [/img]

If so, I know about it and want 50 packs of Haribo to keep schtum...

DrP

[i]The designer says he's just tidying up loose ends,[/i]

ie. he's looking to sell and the buyer has asked for this as part of the sale.

Unless you have to I wouldn't do anything that might limit your use of your intellectual property in the future.

Presumably as there were some profits, the bike is already in production and has been sold, so I can't see what point there would be in having an NDA now anyway. Presumably I could, if I wanted to, buy the bike, publish photos, talk about it, etc to my hearts content.

I would say that this horse has long bolted from the stable

EDIT:

"My worry is that there are some design tweaks that I introduced that I might want to use in future."

An NDA wouldn't stop you doing that. He'd need an enforcable patent or similar. If he hasn't, then perhaps you could get these as the designer and stop him from using them. Just to rub it in!

If you are happy with the lump sum sign it. If not, then rejoice, you just got yourself another seat at the negotiating table.

The designer says he's just tidying up loose ends, I don't think he seriously thinks I'll copy the design or something.

That's got nothing to do with a NDA.

If you have been paid for your input then he will "own" the design.

Nothing to stop you tweaking it and building your own, it's very difficult to prove you have copied his design, if you make a few changes.

My worry is that there are some design tweaks that I introduced that I might want to use in future.

Yeah, that's the bit I'd be talking to a professional about, rather than on a forum. Not that there aren't highly knowledgeable people here, but the right to use your own work in the future seems more of an issue than 'tidying up loose ends'.

Presumably as there were some profits, the bike is already in production and has been sold, so I can't see what point there would be in having an NDA now anyway. Presumably I could, if I wanted to, buy the bike, publish photos, talk about it, etc to my hearts content.

Yes, this is what I don't get either - I presume he's registered the design or something, but it's in production so there's nothing stopping anyone else copying it.

If you have been paid for your input then he will "own" the design.

Only if that was stated in a contract with the designer at the time

Ben, he's at it.

The time for an NDA (particularly a unilateral one) is BEFORE you divulge confidential info.

He has clearly started getting his house in order, whether in preparation for further product development or IP protection and has been asked whether he has disclosed any information which should be considered confidential. He'll have said "erm yes, a guy called Ben who helped me with the design a while back" and he's been advised to try and get you to sign an NDA to avoid any future disclosure/use on your part.

That fact that you haven't signed an NDA doesn't give you a carte blanche to play around with the info though...particularly in light of any terms that might have been attached to the settlement payment. Was there any documentation produced along with the settlement that required you to keep the info confidential or even enter into a confidentiality agreement/NDA?

In terms of whether you can use aspect of the design for your own use, that's something you ought to take advice on. I can point you in the direction of some people who can help if needed.

Do a bit of research as to where your input may have gone to since you worked on it and what current value this may have which you may be entitled to a share of, then decide....

Signing closes options, non signing keeps you in the loop..

Only if that was stated in a contract with the designer at the time

We reach the nub of the problem - there was no real contract, only some verbal discussions and some emails around the fact that we'd share profits etc. Yes, I know, never mix business and friendships 😉

That fact that you haven't signed an NDA doesn't give you a carte blanche to play around with the info though...particularly in light of any terms that might have been attached to the settlement payment.

Cheers, aye, there weren't any terms attached (other than the payment was a full and final settlement for my work) - I have no interest in copying the design, and I can't even think of anything in particular that would even be covered by a NDA, no special manufacturing techniques or suchlike.

I have refused to sign similar for a company I'd since left. It was patent related rather than an NDA, but the documents put an onus on me in exchange for nothing*, so I refused to sign and told them to stop bothering me.

*Legally it was in exchange for $1 but they weren't actually going to even offer me $1, that was just in the contract.

I would have thought there should be something in it for you, for it to be worth your signing an NDA. Normally you do this to be allowed into something - but you were already in so you're getting nothing out of it.

And if it's already in production, or going into production, then what the hell? Anyone could buy one and see the secrets, surely? Unless it's a manufacturing process, then bike design can't really be hidden, can it?

In my line of work the workings of something can be protected even when the product is deployed and in use, which is different.

I think I'd either ask for money in return for an NDA, or alternatively, instantly post every commercially sensitive bit of information I can find all over the internet

What NW says
as it is amusing

Others have given more useful advice but his is deffo the funniest and the STW way.

even if you did sign an NDA today, anythiogn disclosed prior to the date of the NDA is not covered. He has no idea what he wants you to sign..

From a business perspective, you have something he wants (the signature for the NDA) so it's not unreasonable to negotiate it to get some form of payment. You have no obligation to sign the NDA so in your shoes I wouldn't unless there was some return. I would run the wording past a solicitor who understands the area though and that should be considered as part of the value you attribute to being paid to do so.

[quote=Northwind said]or alternatively, instantly post every commercially sensitive bit of information I can find all over the internet

That would seem a very spiteful thing to do and I would imagine Ben is above that. Personally in the OP's position I'd not be wanting to sign the NDA as I don't see any upside.

Yes, no interest in being spiteful, and no interest in harming him or the bike brand.

My thought would be that his interest in the NDA may be about preventing you disclosing the acrimonious background as to how it ended and his 'shady approach to business'

allthepies - Member

That would seem a very spiteful thing to do

Only god can judge me!1!!

The main down side of signing would be that in the future it could be used as a tool against you.
We have all seen these cases where large componies and their lawyers will use the threat of legal action against someone who can't afford it, no matter who is morally or legally in the right.

I can see no reason why you would want to sign it ( no settlement has been offered) who knows where you or that that "brand" will be in 5 years times.
you get offered a cracking job designing bikes, but some mega bucks company has bought this "brand" and you are connected to them by a NDA.

Quick edit; he tried to screw you over once................

I'd say no.

Don't sign anything you don't need to. Unless it was in some fine print in the settlement (which I'm sure it wasn't), there's no benefit to signing at all for you, and I assume some for him. If he's getting a pay-day for you signing the NDA, you may just want to ask what you get for doing him a favour.

Or the taking the high-road approach, just say you're not going to sign and leave it at that.

Thank him for alerting you to the fact that your intellectual property has a current market value and politely decline the opportunity to give it away for nothing.

If the bike/design or whatever is already in the public domain then there is no reason for an NDA.

Reading between the lines however I expect it is not and your ex client is looking to protect some aspect of the design via patent or design registration.

In this case the NDA would be required since unless under confidentiality the disclosure to you represents a risk to granting of patent (or design registration).

my GP wants £35 to sign the back of a passport photo.
so dont get your signing pen out till you see the readies.

If the bike/design or whatever is already in the public domain then there is no reason for an NDA.

Reading between the lines however I expect it is not and your ex client is looking to protect some aspect of the design via patent or design registration.

The bike is already in production - in fact the bike shop down the road has one on display 😉

I think he really is just tidying up loose ends, it's occurred to him that he has proper legal paperwork in place for his other designs but not this one.

Maybe he doesn't want you to be acknowledged as having anything to do with the design?

All a bit late in the game though really

So tell us everything 🙂

As a few people have said trying to get someone to sign a NDA like this is really trying it on. Tell the designer to get lost in no uncertain terms. There is nothing that he can do unless he wants to start negotiating again.

Mork beat me to it. But I think he doesn't want people to know you were involved in the development so want you to sign something to ensure you keep quiet.

He's obviously dropped the ball by not including an NDA in the suite of documents to be signed when you came to your cash settlement. You are not obliged to sign it.

Some people seem to be implying that he is doing this to stop you copying the design. That would not be the purpose of an NDA which only covers you talking about it. From a legal stand point, the substance of the cash settlement (even if not defined in contract)is what would prevent you from copying the design.

Difficult without full details etc.

I don't think they're necessarily trying it on. THey're clearly trying to protect the design from potential competitors and don't want the OP from talking to anyone else on it. For example, they may be looking for further investment and potential investors will be looking to see if the design is protected. Its purely upto the OP and wether or not he feels he's been adequately paid for his contribution or if he feels has any further claim to the Intellectual Property. It could work both ways, if the OP contributed the novel features of the design he may want the company to not consult with a third party without his permission, involvement or paying some form of lisence fee or royalty. I guess alot will depend on the OP's hunger to make more cash from the idea, or if he feels he has a stake in the idea and wants that recognised. Once the NDA is signed then I think that any claim the OP might feel he has on the design will effectively be given up.

I don't particularly want any claim on the design - the design was his, I helped a lot to refine it and make it buildable, but the concept was his.

Why isn't anyone playing guess the bike yet?

It's novel enought to be subject to this after the fact NDA nonsense and is already on the market. I haven't a clue. 😀

This is your opportunity for a "settler"; if he's made money out of it and originally promised you a slice then I'd be asking for some.
If he refuses, I'd be tempted to patent your parts of the design and ask him for licensing fees.

If he's not made any money out of it, then it maybe a different matter.

This is your opportunity for a "settler"; if he's made money out of it and originally promised you a slice then I'd be asking for some.

He paid me a final settlement instead of a share of the profits - I'm reasonably happy with that, and was happy to put the whole thing behind me until he turned up to discuss the NDA.

It's novel enought to be subject to this after the fact NDA nonsense and is already on the market. I haven't a clue.

It's not really all that novel 😀

Pretty much agree with most others. I can understand you not wantig to harm his business in any way and genuinely wanting to help him, but why have the hassle of an NDA after the event for no recompense. As we say in Yorksire, if tha does owt for nowt, tha does it for tha sen.
Ignore it or ask for some money. If he does not want to pay, it obviously has no value to him so no need to sign.

I'm reasonably happy with that, and was happy to put the whole thing behind me until he turned up to discuss the NDA.

Now he wants something from you which you have no reason to give him. I don't think that you should feel obliged, cerainly not without a deal.

Do you think that you have been proportionately rewarded for your contribution considering the profits gained by the other chap?

Do you think that you have been proportionately rewarded for your contribution considering the profits gained by the other chap?

Hard to say, as I don't know sales figures for the bike - and of course it's still selling. I think I was adequately (though not excessively) rewarded for the number of hours, parts and materials I put in.

smells funny to me. I'd be wondering what he doesn't want you to disclose...

Hard to say, as I don't know sales figures for the bike - and of course it's still selling. I think I was adequately (though not excessively) rewarded for the number of hours, parts and materials I put in.

Fair enough. Just tell him you'll sign in return for one of the bikes you helped design in lieu of profit share 😀

OK new offer time
10% of his take for life (Sir Alec knew a thing or two)

He was one of the few cast members who believed that the film would be a box office hit; he negotiated a deal for 2% of the gross royalties paid to the director, George Lucas, who received one fifth of the box office takings.

As others have said, any NDA should be prospective and is there to protect intellectual property in the first instance. You have been rewarded for your input as a lump sum and settlement on future royalties. That does not, however, prevent you from disclosing that you had input into the design and original fabrication.

In fact, in the event that the design goes on to be a huge success, it would be in your interest NOT to sign. You could then legitimately claim to have had input.

Town bike without seatstays, and a funky chainguard, perchance? Seems to be taking off now after a slow start.

I'd suggest he is looking for external investment in his business (or planning to sell it, or the designs) and someone has started asking the inevitable diligence questions. An NDA probably isn't actually what he wants but he or his advisors understand so little about design and IP ownership that they think an NDA is useful. Did you have a written agreement with him at the time or at the time of the final settlement?

Or Just insist that in minimum 24pt font in contrasting colours on every bit of advertising it states that "The would not have been possible with out the genius that is BenCooper" and a decal on every stay

I like your thinking 😉

Town bike without seatstays, and a funky chainguard, perchance? Seems to be taking off now after a slow start.

Yep. I'm glad it's doing well, and I've certainly learned that in future for this kind of thing to just get a fixed payment agreed up front.

Did you have a written agreement with him at the time or at the time of the final settlement?

No, it was all done by an exchange of emails and verbally. Unfortunately.

Thanks everyone - I'll see what (or if) he comes back with.

Tell us everything.

Then sign it.

No you have no obligation to sign it.

You are bound by normal rules of confidentiality and you where paid for design work you did that design work belongs to the company you did it for / paid you. Even if it was your idea/design, that "idea/design" now belongs to the company.

My worry is that there are some design tweaks that I introduced that I might want to use in future.

Ooh which bit? The cool bike stand? (nice bike BTW)

Nothing that exciting 😉

What I usually do with things like this is design refinement - suggesting ways of making things simpler and easier to make, like changing how tubes or plates attach, stuff like that.

Ben, there's some info above ranging from barely accurate to wildly inaccurate, particularly given that no one knows of the terms of your original arrangement or settlement, or indeed the plans for your business that may involve aspects of that design.

You are not obliged to sign the NDA, that much is correct, but I'd suggest you seek proper advice in respect of any other aspect of this (I know you're not daft though, just felt a line had to be drawn under what is correct and what is Gordon Gecko strategies based on guesswork and assumptions) 🙂

Any interaction (or even non interaction) with the designer [i]could[/i] have an impact on your future relationship and legal position, so this needs to be taken into consideration before you do anything.

If he is trying to firm up his position re IP and perhaps has other people with a financial interest involved it's probably worth exercising a bit more caution than normal to avoid doing or saying something that may prejudice your position.

Also, a wise man once told me "Never write anything in an email that you wouldn't be happy hearing read out in court". 😉

Great, thanks very much for that - I'll see what he actually wants me to sign and get some proper advice if it looks at all OTT. Cheers 😉